Kurdistan Oil & Gas Outlook DECEMB ER

2 0 1 5

C ONFIDEN TI AL

Disclaimer

2



This Document has been prepared by Hannam & Partners (Advisory) LLP (“H&P”). It is protected by international copyright laws and is for the recipient’s use in connection with considering a potential business relationship with H&P only. This Document and any related materials are confidential and may not be distributed or reproduced (in whole or in part) in any form without H&P’s written permission.



By accepting or accessing this Document or any related materials you agree to be bound by the limitations and conditions set out herein and, in particular, will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimer including, without limitation, the obligation to keep information contained in this Document and any related materials confidential.



The information contained herein does not constitute an offer or solicitation to sell or acquire any security or fund the acquisition of any security by anyone in any jurisdiction, nor should it be regarded as a contractual document. Under no circumstances should the information provided in this Document or any other written or oral information made available in connection with it be considered as investment advice, or as a sufficient basis on which to make investment decisions. This Document is being provided to you for information purposes only.



The distribution of this Document or any information contained in it and any related materials may be restricted by law in certain jurisdictions, and any person into whose possession this Document or any part of it comes should inform themselves about, and observe, any such restrictions.



The information in this Document does not purport to be comprehensive and has been provided by H&P (and, in certain cases, third party sources) and has not been independently verified. No reliance may be placed for any purposes whatsoever on the information contained in this Document or related materials or in the completeness of such information.



The information set out herein and in any related materials reflects prevailing conditions and our views as at this date and is subject to updating, completion, revision, verification and amendment, and such information may change materially. H&P is under no obligation to provide the recipient with access to any additional information or to update this Document or any related materials or to correct any inaccuracies in it which may become apparent.



Whilst this Document has been prepared in good faith, neither H&P nor any of its group undertakings, nor any of its or their respective directors, members, advisers, representatives, officers, agents, consultants or employees makes, or is authorised to make any representation, warranty or undertaking, express or implied, with respect to the information or opinions contained in it and no responsibility or liability is accepted by any of them as to the accuracy, completeness or reasonableness of such information or opinions or any other written or oral information made available to any party or its advisers. Without prejudice to the foregoing, neither H&P nor any of its group undertakings, nor any of its or their respective directors, members, advisers, representatives, officers, agents, consultants or employees accepts any liability whatsoever for any loss howsoever arising, directly or indirectly, from use of this Document and/or related materials or their contents or otherwise arising in connection therewith. This Document shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.



All statements of opinion and/or belief contained in this Document and all views expressed represent H&P’s own assessment and interpretation of information available to it as at the date of this Document.



This Document may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omission (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. Third party content providers give no express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use. Third party content providers shall not be liable for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs or losses caused by negligence) in connection with any use of their content including ratings. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.



H&P is authorised and regulated by the Financial Conduct Authority.

Executive Summary  Kurdistan is one of few places left in the world where oil companies can acquire material exploration positions with large reserve potential on competitive commercial terms o > 11 billion BOE reserves o > 25 billion BOE prospective resources o ~ 550,000 barrels of current production; expected to reach 1 million by 2019  A number of large oil and gas discoveries over the past decade led major international oil companies including ExxonMobil, Chevron, and Total to enter the market and acquire assets  Recent security threats have curtailed consolidation activity and significantly driven down asset value for local explorers and producers  This undervaluation presents several unique opportunities to acquire world class producing assets for a fraction of their value  The Hannam & Partners team has more than a decade of experience in successfully executing over $3 billion of transactions in Kurdistan’s oil sector

3

Source: Stratfor (map)

4

1.

The ISIS Discount

5

2.

Kurdistan Background

9

The compelling case for Kurdistan acquisitions: Call it the ‘ISIS Discount’ KRG players have outperformed the market over past five years…

…But have suffered greatly since ISIS invaded Mosul in June

1,200

160

Mkt cap ($mm) 1,035 1,050 279 59 77 38

Company Genel DNO Gulf Keystone Oryx ShaMaran WesternZagros

140 1,000 120

Cash ($mm) 474 247 68 36 58 133

Debt ($mm) 690 348 536 62 148 72

EV ($mm) 1,259 1,151 747 86 167 (23)

800 100

600

80

60 400 40

200 20

0

5

Source: S&P Capital IQ. Note: Prices rebased to Brent crude oil

Brent (59%) Genel Energy (76%) DNO (62%) Gulf Keystone Petroleum (77%) Oryx Petroleum (95%) WesternZagros (91%) ShaMaran (80%) FTSE All-Share Oil & Gas Producers Index (29%)

Nov-15

Oct-15

Sep-15

Aug-15

Jul-15

Jun-15

Apr-15

May-15

Mar-15

Feb-15

Jan-15

Dec-14

Oct-14

Nov-14

Sep-14

Aug-14

Brent (4%) Genel Energy (70%) DNO 74% Gulf Keystone Petroleum 30% Oryx Petroleum (96%) WesternZagros (84%) ShaMaran (64%) FTSE All-Share Oil & Gas Producers Index (20%)

Jul-14

Jun-14

0

Market value does not reflect the intrinsic value of Kurdish producers KRG-focused players are on average trading at discount to their core NAV and significant discount to risked NAV

Company

2015E EV/ Market Cap Total Debt Cash & Eq. EV 2P 2C P50 EV/2P EV/(2P+2C) Production Price/ Price/ Price/ Production (2P+2C+P50) ($mm) ($mm) ($mm) ($mm) (mmboe) (mmboe) (mmboe) ($/boe) ($/boe) ($/boe) Core NAV Contingent NAV RENAV (kboepd) ($/boe)

DNO ASA

1,050

348

247

1,151

484

107

124

82.5

$2.38

$1.95

$1.61

$13,952

0.33x

0.27x

0.26x

Genel Energy plc

1,039

690

474

1,263

429

1,277

3,363

95.2

$2.94

$0.74

$0.25

$13,266

0.53x

0.38x

0.29x

Gulf Keystone Petroleum Limited

279

536

68

747

348

315

198

21.8

$2.15

$1.13

$0.87

$34,329

0.38x

0.28x

0.22x

ShaMaran Petroleum Corp

77

148

58

167

12

63

n/a

n/a

nmf

$2.21

n/a

n/a

0.19x

0.17x

0.17x

Oryx Petroleum Corporation Limited

59

62

36

86

213

217

209

5.1

$0.40

$0.20

$0.13

$16,875

0.05x

0.04x

0.03x

Westernzagros Resources Ltd.

40

72

133

(21)

5

370

701

5.2

n/a

n/a

n/a

n/a

0.05x

0.04x

0.04x

Mean

$1.97

$1.25

$0.72

$19,606

0.25x

0.20x

0.17x

Median

$2.26

$1.13

$0.56

$15,413

0.26x

0.22x

0.20x

6

Source: S&P Capital IQ, company reports, broker reports

Most Kurdish producers are trading at a fraction of the value of their discoveries Market value of Kurdistan focused E&Ps

$mm

NPV estimate of Kurdistan discoveries

Total market cap: $2.5bn

Total NPV: $21.4bn $mm

1,200

4,500 4,000

1,000

Commercial Technical

3,500 800

3,000 2,500

600 2,000 1,500

400

1,000 200 500 -

7

Genel DNO Afren GKP Sinopec WesternZagros MOL Gazpromneft Oryx TAQA Oil Search Hillwood ShaMaran Crescent Dana Gas Total Marathon Maersk KNOC TKP OMV NewAge

-

Source: S&P Capital IQ, Wood Mackenzie

8

1.

The ISIS Discount

5

2.

Kurdistan Background

9

The KRG Story: Exploration successes by juniors de-risked market for major IOCs OMV

Exxon

Mala Omar Sarta Shorish

6 blocks Shamaran

Perenco Sterling

Hunt Oil Jun

2004

GKP

May

2005

Sheikh Adi

Qara Dagh

Petroquest

Miran

Taq Taq

Jan

Sindi Amedi

Heritage

Dec

2006

Sulevani Genel

DNO

Sep Oct Nov

Mar Apr Jun

2007

Feb Mar Jun

Oct

2009

2010

SepNov MarJun Jul

Addax

Taq

Oct

Oil Search

Genel

Piramagrun & Qala Dze PSCs

Hillwoo d

Hess

Dinarta Shakrok

Sarsang

Chevron

Qara Dagh

Talisman

Topkana

Gazprom Neft

Shakal / Garmian

OMV

Talisman

Kurdamir GKP

Rovi Sarta

Ber Bahr KNOC

Hawler Sangaw North Longford

Chia Surkh

Jun Jul Aug Oct Nov

Aug

2011

Jan

2012

Jul Aug

JanMarMayJun Jul Aug

Jul

2013 Dec

May

Genel

UIE

Dohuk Miran Tawke

Khalakan

Miran

Shakal

9

Jun Aug Oct

Range O&G

Sangaw North

Oil Search

Total

Baranan

Garmian

Dinatra Shakrok

Mar Jun Jul Aug

2008 Addax

OMV

Shorish

Petroceltic

Ber Bahr

Dohuk

Ain Sifni

Hess

Shakrok

Taza

Barda Rash

Niko

Kurdamir

Central Dohuk

Baranan

Sangaw North

Genel

Piramagrun Qala Dze

Westernzagros

Komet

Hawler

Sarta Rovi

Westernzagros

Corporate activity

Murphy

Bina Bawi

Norbest

Erbil Tawke

Jan

Talisman

Oil Search

GEP

Atrush

DNO

2003

Chia Surkh

Atrush Safen Sarsang Harir

Genel

Shaikan Akri Bijeel

Reliance

Shakal Pulkhana

Marathon

GKP/MOL

Licence awards

Repsol

Sangaw South Qush Tapa

Bazian

PetOil

Arbat Pulkhana

KNOC

KNOC

Chia Surkh Chevron Maersk Oil

Rovi Sarta

Sarsang Afren

Ain Sifni Barda Rash

Genel

Bina Bawi

Genel

Miran Bina Bawi

Maersk Oil Shamaran

Murphy

Atrush

Baranan

Sarsang Total

Taza

IPO

Jan

2014

Recent major discoveries show prospectivity in a largely under-explored territory Tawke

Swara Tika

708 mmbbl 100,000 b/d capacity 150,000 b/d (2015)

113 mmboe 10,000 b/d capacity 50,000 b/d (2015)

TURKEY

Tawke

Shaikan

Atrush 577 mmboe 10,000 b/d capacity 50,000 b/d (2015)

Peshkabir

639 mmbbl 40,000 b/d 2015

Swara Tika Ber Bahr Atrush Sheik Adi Summail Ain Sifni

Ain Zalah

Barda Rash 1,433 mmbbl 1,500 b/d capacity 50,000 b/d (2015)

Bijeel

Bakrman Shaikan Rovi

Bijeel

Butmah Alan

Zey Gawra

Qasab

Khurmala

Ismail

579 mmboe 80,000 b/d capacity 225,000 b/d (2015)

Miran

MakhmourQara Chauq

2,726 mmbbl 80,000 b/d capacity 250,000 b/d (2015)

Taq Taq

Khurmala

Jawan Najmah Qaiyanah

Bazian Refinery 80,000 b/d

Kirkuk

Khanuqah

Jambur

1,700 mmbbl

Daddam

IRAQ

711 mmboe Oil production 50,000 b/d (2015)

944 mmboe Prod. capacity 40,000 b/d (2015)

Kurdamir

Judaida

Miran West

Kurdamir

Kormor

Kirkuk (North Oil)

Taza

Hamrin

Chemchemal 0

25

Sarqala 190 mmboe 5,000 b/d capacity 60,000 b/d (2015)

10

849 mmboe 10,000 b/d capacity 50,000 b/d (2015)

Bina Bawi Taq Taq

Demir Dagh

Banan

596 mmbbl 3,000 b/d capacity 5,000 b/d (2015)

451 mmboe

Bina Bawi

Erbil Refinery 100,000 b/d

Ibrahim

Erbil

IRAN

Harir

Barda RashSarta Erbil Bastora Ain Al Safra

43 mmboe 5,000 b/d capacity 50,000 b/d (2015)

Source: Wood Mackenzie, IHS, Company data.

50

km 100

Ajil

Pulhkana

Shakal

Sarqala

Chia Surkh

Khor Mor 761 mmboe Oil production 20,000 b/d (2015)

Tikrit Injana

Gilabat

Khashm Al Ahmar

Qamar

Chia Surkh 250 mmboe

Exxon, Genel are largest acreage holders and may be interested to expand stake  Kurdistan has emerged as a major exploration province, offering more attractive fiscal terms than the Iraqi TSCs

 Currently one of the most active exploration and M&A markets in the Middle East  42 companies have taken equity interests in 51 PSCs in Kurdistan  Many sizable discoveries already under development and nine fields are commercially producing  The corporate landscape in Kurdistan is currently evolving with many of the pioneering small-caps being displaced by major IOCs and NOCs  The award of six blocks to ExxonMobil in 2011 was significant for a number of reasons: it marked the first entry into Kurdistan by a super major, and it was the only company that also held a licences in federal Iraq  Total, Chevron and GazpromNeft have subsequently followed suit by taking acreage in Kurdistan

Largest acreage holders in Kurdistan

Blocks awarded in Iraq by region

Sq.km

No. blocks

3,000

Kurdistan

Iraq

20

2,500 2,000

15

1,500 1,000

10

500 ExxonMobil Genel Gazpromneft Chevron Maersk Total Hess Repsol Calik Enerji Marathon Oryx MOL Crescent Dana Gas GKPO KNOC Talisman HKN DNO OMV Hunt Oil Murphy NewAge Oil Search Afren

-

11

Source: Wood Mackenzie

5

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Successful discoveries have led to successful (and increasing) production 45 exploration wells drilled since 2006…

…nearly 12bn bbl discovered

 Exploration and appraisal drilling in Kurdistan is steadily increasing

mmboe 14,000 12,000

 Around 50 exploration wells have been drilled in Kurdistan since 2006, and the level of drilling activity will continue to grow

10,000 8,000

 The high success rate (around 60%) has confirmed the region's prospectivity

6,000

 Major oil discoveries include Shaikan (GKP), Tawke (DNO), Barda Rash (Afren), Atrush (Aspect) and Kurdamir (Talisman)

2,000

4,000

1930 1953 1956 1960 1978

 There have also been large gas discoveries at Miran West (Genel) and Topkhana (Talisman)

…resulting in significant production growth

…and huge near-term production potential

bopd 900,000

mmboe 40,000

800,000 700,000

35,000

600,000

30,000

500,000

25,000

400,000

20,000

300,000

Reserves and resources

15,000

200,000

10,000

100,000

5,000

Tawke Field

Taq-Taq

Source: KRG Ministry of Natural Resources, Wood Mackenzie.

Dec-16

Oct-16

Other Fields

Nov-16

Sep-16

Jul-16

Shaikan

Aug-16

Jun-16

Apr-16

Khurmala-2

May-16

Mar-16

Jan-16

Khurmala Dome

Feb-16

Dec-15

Nov-15

Oct-15

Sep-15

Jul-15

Aug-15

Jun-15

Apr-15

May-15

Mar-15

0

12

2006 2007 2008 2009 2010 2011 2012 2013

NOC

Commercial

Discoveries

Yet to find

Total

Kurdistan government history frames the historic new deal with Baghdad Kurdistan Regional Government formation and challenges  Iraq was established in 1920 under British rule after the defeat of the Ottoman Empire. The Kurdish homeland was divided between Iraq, Iran, Syria and Turkey  From 1923, Kurds sought recognition and independence. Successive nationalist movements resulted in autonomy being granted in 1970 under a peace accord with Iraq which collapsed five years later. Physical conflict continued until the overthrow of Saddam Hussein in 2003  The new Iraqi constitution of 2005 recognized Kurdistan as a provincial region within Iraq, but key issues were left unresolved with the federal government including the KRG’s right to manage and export its oil and gas resources

The Baghdad / Erbil natural resources policy divide  While Iraq has yet to pass a federal petroleum law, the KRG enacted its own law in 2007 and began signing agreements with oil companies (currently 51 licenses) against Baghdad’s wishes  The KRG began exporting crude through its own pipeline system to Ceyhan, Turkey in Jan 2014, bypassing Iraq’s export system, causing Baghdad to cut the KRG off from its share of the budget

 While the Iraqi government’s persistent efforts to inhibit sales deterred some potential buyers, Kurdistan exported over 300kbpd through Turkey by the end of 2014  Elections in the end of 2014 brought in a new federal government under Prime Minister Haider al-Abadi, which struck an interim settlement in November 2014 with the KRG that began the process of sharing revenue and oil export payments 13

A new Iraq government signs bipartisan agreements with KRG  In December 2014, Iraq’s new prime minister, Haider al-Abadi, quickly reached a deal with Kurdish leaders to establish the framework for petroleum export logistics, oil revenue sharing, budgetary and military support. This agreement was ratified in the 2015 Iraqi federal budget, which was passed in January  Kurdistan will export 550kbpd through its pipeline system to Turkey, comprising 250kbpd from Kurdish oilfields and 300kbpd from the Kirkuk field. Baghdad’s State Oil Marketing Company (SOMO) will handle crude sales  The KRG will receive a 17% share of Iraq’s budget, which is currently estimated to be $17.85bn in 2015  Iraq’s Ministry of Defence will make a monthly payment to the Kurdish Peshmerga (military) to pay for salaries, training and arms for their fight against ISIS  The agreement allows for the flow of weapons from the US to KRG, with Baghdad acting as the intermediary  Baghdad has made two consecutive monthly budget payments to the KRG of $420m in March, $455m in April and $424m in May  As production continues to ramp up, it is expected for these monthly budget payments to increase in value up to c. $1bn per month  These positive developments have spurred investor interest, with the IFC receiving country clearance to invest and big banks actively holding a roadshow for a sovereign bond.

Despite threat from ISIS, security situation continues to improve with U.S. support Recent events in the region support long-term stability prospects U.S. airbase at Harir Airport

 The Islamic State of Iraq and Syria, the terrorist organization with roots in the Syrian uprising, began fighting Iraqi forces in western Iraq (Anbar Province) in early 2014  In June 2014, ISIS seized the northern Iraqi city of Mosul and began threatening Kurdish territory and the capital of Erbil. This forced many oil companies operating in Kurdistan to temporarily evacuate personnel and suspend operations  In August 2014, the U.S. formed an international military coalition to support Kurdish forces in the fight against ISIS, eventually pushing the insurgents back from the KRG border  This proved that the U.S. and its international allies would not let insurgents gain control of KRG land  An international coalition of 21 countries are supporting Iraqi and Kurdish forces in Iraq and Syria, with dozens of others providing military, humanitarian and intelligence aid  The U.S. Military announced its decision to take control of Harir airport to support air operations against ISIS  Ongoing military operations have forced ISIS from the Baiji Refinery, the Mosul Dam and other strategic locations throughout the region  Oil companies have since remobilized staff and operations in Kurdistan, bringing production to record high levels and continuing exploration and development activities

14

ISIS Control Zones ISIS Attack Zones ISIS Support Zones Kurdistan

Regional conflict and falling oil prices led to recent macroeconomic distress… Recent events have undermined years of growth

Impact on foreign investment and trade flows

 The economy of the Kurdistan Regional Government (KRG) has expanded every year since achieving its semi-autonomous status in 2005, reaching a real economic growth rate of about 8% in 2013  It is estimated that the growth rate slowed to 3% in 2014, largely attributable to the combination of the fiscal crisis and the ISIS refugee and internally displaced persons crises  In the short term, the government has been able to sustain consumption but this is unsustainable in the longer term without a cash infusion

 Since 2006, foreign investments and joint ventures have accounted for 23.2% of the total investment in the KRG  Foreign direct investment flows have declined as operations of foreign enterprises have been adversely effected  Between May and July 2014, Iraq’s exports declined by about 25% and its imports by about 45% as a result of the ISIS crisis 

Approximately 25-33% of the decline in imports can be attributed to the ISIS crisis and budget crisis



The Syrian IDP crisis seems to have little impact on trade and investment

KRG GDP at current prices, 2004-2011

KRG licensed investment projects, 2006-2014

US$bn

US$mm

30

14,000

25

12,000

20

10,000 8,000

15

6,000

10

4,000

5

2,000

0

0 2004

2005

2006

2007

2008

2009

2010

Source: World Bank Economic and Social Impact Assessment Report (Feb 2015)

15

Estimated 2014 total $400 million

Payments received

US$mm

Q1 2014

Q2 2014

Q3 2014

Q4 2014

FY 2014

n/a1

n/a1

n/a1

21

21

Gulf Keystone Petroleum

-

162

-

12

28

Genel Energy

-

-

-

24

24

Amount received for oil exports

-

16

-

57

73

n/a1

n/a1

n/a1

1003

1003

Gulf Keystone Petroleum

n/a

35

n/a

n/a

1304

Genel Energy

n/a

40

n/a

n/a

2305

Amount owed to Contractors by the KRG

n/a

n/a

n/a

n/a

460

DNO

Still owed

DNO

Source: Companies’ presentations 1No export sales recognized as oil was delivered to Ceyhan in Turkey where it was held in storage 2Three payments received between May and June 2014 3HSBC estimate, not confirmed by DNO 4Company filings. 5Net trade receivable with the KRG as per Genel’s trading update from 21st January 2015

19

E&Ps debt yield analysis Issuer Name

Currency Amount ($mm) Coupon Type

Gulf Keystone Petroleum

USD

325

6.25%

Gulf Keystone Petroleum

USD

250

13.00% Senior unsecured (144A)

Gulf Keystone Petroleum

USD

250

ShaMaran Petroleum

USD

DNO Genel Energy

20

Maturity

32.49

83.26%

18-Apr-17

61.06

57.54%

21.29%

13.00% Senior unsecured (REGS)

18-Apr-17

65.52

50.60%

19.84%

150

11.50% Secured

13-Nov-18

52.31

40.71%

31.05%

USD

400

8.75%

Senior unsecured

18-Jun-20

72.7

17.75%

12.04%

USD

730

7.50%

Senior unsecured callable

14-May-19

75.55

17.19%

9.93%

Source: Bloomberg as of December 01, 2015

Senior unsecured convertible 18-Oct-17

Price (cents to the $) Yield to Maturity Current yield

Illustrative oil flow  A network of pipelines has been developed since 2012, with the first pipeline from Taq Taq field to the border town of Fishbakur, completed in 2013  In January 2014, Kurdistan completed a new pipeline that ties into Turkey’s section of the Iraq-Turkey Pipeline (ITP)  The pipeline network now runs 400km from Khurmala (Kirkuk) to the Turkish border where it connects with an existing link to the port of Ceyhan where oil is stored in tanks before being sold to the international market Iraq

Kurdistan

Turkey KRG control and ownership of crude

2015E capacity 1,000,000 b/d

Kirkuk

185,000 b/d

KRG pipeline

SOMO tanks

End-2015 production 150,000 b/d

Taq Taq

60,000 b/d

Shaikan

313,000 b/d

Other fields

210,000 b/d

Tawke

Total 865,000 b/d Domestic sales 120,000 b/d

Export

Tank Farm 9.5 mmbbls capacity SOMO/KRG separate storage facilities Export sales 745,000 b/d

Fishkhabour pumping station

Iraq-Turkey pipeline (ITP)

630,000 b/d KRG/Iraq oil

1,700,000 b/d capacity

Ceyhan terminal

KOMO tanks

Export

Nearly 50 KRG shipments made since Jan 2014

 In December 2014, KRG agreed with Iraq’s central government a framework for petroleum export logistics, oil revenue sharing, budgetary and military support In January 2015, this agreement was ratified and passed in Iraq’s federal budget  KRG will export oil through its pipeline system from Kurdish oilfields (300kbpd)  KRG will transfer 250kbpd produced from its own fields to the Iraqi federal government;  Anything above that 250kbpd can be sold by the Kurdish government itself  In exchange, the KRG will receive a 17% share of Iraq’s budget, which is currently estimated to be $18bn in 2015

21

KRG share of oil  KRG has awarded 51 Production Sharing Contracts since 2007

Example: KRG share of oil from Taq Taq & Tawke fields 1

 Currently there are 12 fields with estimated 2015 year-end production of 865,000 b/d

Revenue

 Taq Taq and Tawke are two of the largest fields expected to produce 360,000 b/d by end 2015  Producers sell their oil for export directly to KRG

Cost oil

 Oil transported and stored in tanks at Ceyhan is sold to the international market through traders (mainly Vitol)

26,039 b/d $533m

360,000 b/d $7,350m

36,000 b/d $735m

Royalty to KRG

Profit oil

 Revenue received from KRG oil sales is routed through Turkey’s Halkbank or directly to Erbil-based Kurdistan International Bank for Investment and Development (KIB)

226,589 b/d $4,634m

71,372 b/d $1,449m

 The revenues from oil sales is shared between the producers and the KRG under the following terms:

Contractor share of profit oil

KRG share of profit oil

 Royalty of 10% of production paid to KRG 6,849 b/d $141m

 Producers recover costs subject to ceiling, normally 40-45% of revenue  Remaining profit oil is shared based on contractor’s returns and varies between 13%-40% net to the contractor, with the remaining 60%-87% retained by KRG  Some producers are required to pay KRG a Capacity Building Payment (CBP) out of their share of profit oil 22

1 Based

CBP payment

Contractor entitlement 90,563b/d $1,840m

KRG entitlement 269,437 b/d $5,510m

(25% of total)

(75% of total)

on $60/bbl Brent less quality discount, transport and trading costs.

With new pipelines, Kurdish production can grow exponentially  A network of pipelines for oil and gas has been developed since 2012, with local company KAR Group constructing the first pipeline from the Taq Taq field to the border town of Fishbakur, completed in Q4 2013  A network of pipelines has further connected most producing fields to the town of Fishbakur  In March 2013, the KRG signed an agreement with Turkey approving and regulating the transportation of Kurdish crude into Turkey  The agreement sets out the rules and regulations which mirror Turkey’s standards for the import and distribution of crude oil, referred to as the Ceyhan Process. Includes independent verifications of quality and quantity  The KRG created the Kurdistan Oil Marketing Organization to run the sale of all oil produced in the KRG through the pipeline infrastructure to Turkey  In January 2014, Kurdistan completed a new pipeline that ties into Turkey’s section of the Iraq-Turkey Pipeline (ITP)  The pipeline network now runs 400km from Khurmala to the Turkish border where it connects with an existing link to the port of Ceyhan where oil is stored in tanks before being sold to the international market  Additional pipeline plans are underway, including proposed lines to transport the heavier oil produced from a number of fields to Fishkabour

 One option is for a pipeline from Shaikan field directly to Fishkabour, funded by Gulf Keystone  Another option is for a separate 500,000 b/d trunk line to be funded by the KRG

23

Huge potential for gas production when/if a gas pipeline to Turkey is built Kurdistan gas assets  Iraq has more than 100tcf of gas reserves, with estimated yet-tofind potential of 260tcf, majority of which in the form of associated gas in the southern fields  Reserves of around 23tcf of non-associated gas are located mainly in northern Iraq and Kurdistan

Kurdistan gas reserves tcf 10.0 9.0 8.0 7.0 6.0 5.0

 There is huge potential for growth, especially as exploration activity has historically focused on oil targets  Kurdistan is considered to be highly prospective

 However, there is limited gas infrastructure and around 60% of Iraq’s gas production is flared and only 3 fields are expected to be developed till 2025

Infrastructure  A gas pipeline is unlikely to be built until existing obstacles are overcome (including, but not limited to, politics, territory, law)  There are a number of stranded gas fields in Kurdistan with sizeable reserves, including Miran, Bina Bawi, which together hold 12tcf of recoverable gas

4.0 3.0 2.0 1.0 -

Kurdistan gas production mmcf/d

Miran

Shaikan

1,200 1,000 800

 The market is highly sceptical about the value of these resources – Heritage Oil saw c.30% drop in market value when it announced the Miran West 2 well found gas rather than oil

400

24

Chemchemal

1,400

 Current operators, e.g. Genel, get no value for gas exposure by the market given that they do not offer access to export infrastructure at this stage

 This makes it difficult to fund the development of these fields

Kormor

600

200 2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

It has been two years since the last significant Kurdish M&A transaction LTM price performance Deal value ($m)

Net resources (mmboe)

Implied multiple ($/boe)

Brent price ($/boe)

75% in Miran

450

428

$1.1

115

Shamaran Petroleum

20% in Taza

48

-

-

116

Genel Energy

Hawler Energy

21% in Bina Bawi

240

158

$1.5

110

Aug-12

Gazprom Neft

KRG

80% in Shakal

177

-

-

106

Aug-12

Gazprom Neft

KRG; WesternZagros

40% in Garmian

83

-

-

106

Jun-12

Total

Marathon Oil

35% in Harir & Safen

140

-

-

97

May-12

Genel Energy

Petoil

23% in Bina Bawi

175

173

$1.0

112

Jan-12

Genel Energy

KRG; Longford Energy

40% in Chia Surkh

68

73

$0.9

111

Jul-11

Afren

KRG

20% in Ain Sifni

170

192

$0.9

118

Jul-11

Afren

Komet Group

60% in Barda Rash

419

882

$0.5

118

Jul-11

Hess

KRG

64% in Dinarta & Shakrok

214

-

-

118

Oct-10

UI Energy

Genel Enerji

5% in Dohuk & Tawke, 10% in Miran

175

130

$1.3

84

Aug-10

Shamaran Petroleum

Aspect Energy

26.8% in Atrush

43

-

-

76

Jun-08

Talisman Energy

KRG; WesternZagros

40% in Blocks K44, K39

270

-

-

134

Mean

$1.0

Ann. date

Buyers

Sellers

Key Assets

Aug-12

Genel Energy

Heritage Oil

Aug-12

Total

Aug-12

Source: IHS Herold. Note: Net discovered resources, except Afren acquisition of Ain Sifni, which also includes unrisked prospective resources

25

But the market has started picking up for capital raisings Capital raised since 2005 Equity

$m

Debt

3,000

Total capital raised $7.1bn

Incl. $2.1bn Incl. $2.1bn Vallares IPO Vallares IPO (Genel) (Genel)

2,000

1,000

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Recent debt & equity issues Equity ($m)

Debt ($m)

DNO

-

400

$400m, 5 year senior unsecured bond with a coupon of 8.75% and an issue price of 87.5% of the par value

Afren

-

348

Funds from recapitalisation of 2016 Notes, 2019 Notes and 2020 Notes

May-15

Oryx Petroleum

-

50

Apr-15

Genel

-

230

Mar-15

Gulf Keystone

41

-

$41m by issuing 85.9m shares at a placing price of 32p

Mar-15

DNO

123

-

NOK975m by issuing 73.6m shares at NOK 13.25 per share, a discount of 10% to price 1d prior to announcement

Feb-15

ShaMaran Petroleum

59

-

C$75m by issuing 713.3m shares at a price of C$0.10/share. Funds will be used for development and operations of the Atrush block

Jul-14

Oryx Petroleum

210

-

$150m sold to Addax Group; offering at 3% discount to price 1d prior to announcement

May-14

Genel Energy

-

500

Senior unsecured due 2019 at 7.50%

Apr-14

Gulf Keystone

-

250

Senior unsecured due 2017 at 13.0%

Nov-13

ShaMaran Petroleum

-

150

Senior secured due 2018 at 11.5%

Oct-13

Gulf Keystone

50

-

Tap issue of existing series of 6.25% convertible bonds due 2017

Jul-13

WesternZagros

28

-

C$30m 4.00% convertible senior unsecured notes due 2015

Jun-13

WesternZagros

69

-

C$70m 4.00% convertible senior unsecured notes due 2015

May-13

Oryx Petroleum

249

-

IPO; to fund 2013 exploration and development in Kurdistan and Nigeria

Mar-13

WesternZagros

-

58

Oct-12

Gulf Keystone

275

-

Date

Issuer

Jun-15 May-15

Source: Dealogic; Bloomberg; company data.

26

Comment

$100m facility provided by The Addax & Oryx Group. $50m drawn in May 2015 for 36 months at 10.5% $230m, 4 year senior unsecured bond with a coupon of 7.50%

6.00% senior secured loan due 2014 Senior unsecured convertible bond due 2017; to fund the appraisal of Shaikan heavy oil discovery

P SC

F ie ld

O pe ra t o r

Afren

Beuma

Chevron

Crescent

Daesung

Dana Gas

DNO

Gazprom

Genel

GKP

GS Holdings

HKN

Hunt Oil

KNOC

KRG

Maersk

Majuko

Marathon

MOL

NewAge

Oil Search

OMV

Oryx

Petoil

Samchully

ShaMaran

Sinopec

SK Innovation

Talisman

TAQA

Texas Keystone

Total

UI Energy

WesternZagros

Total

Database: KRG company asset exposure (discovered resources)

A in Sifni

Jebel Simrit

Hunt Oil

14

-

-

-

-

-

-

-

-

-

-

-

43

-

14

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

72

A kri B ijeel

B akrman

M OL

-

-

-

-

-

-

-

-

-

1

-

-

-

-

-

-

-

-

2

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3

A kri B ijeel

B ijeel

M OL

-

-

-

-

-

-

-

-

-

9

-

-

-

-

-

-

-

-

34

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

43

A trush

A trush

TA QA

-

-

-

-

-

-

-

-

-

-

-

-

-

-

139

-

-

83

-

-

-

-

-

-

-

112

-

-

-

222

-

-

-

-

556

A trush

A trush *

TA QA

-

-

-

-

-

-

-

-

-

-

-

-

-

-

5

-

-

3

-

-

-

-

-

-

-

4

-

-

-

8

-

-

-

-

B arda Rash

B arda Rash

A fren

114

-

-

-

-

-

-

-

-

-

-

-

-

-

76

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

19 0

B arda Rash

B arda Rash *

A fren

746

-

-

-

-

-

-

-

-

-

-

-

-

-

497

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,2 4 3

B azian

B azian

KNOC

-

16

-

-

16

-

-

-

-

-

8

-

-

103

51

-

8

-

-

-

-

-

-

-

16

-

-

31

-

-

-

-

8

-

256

B er B ahr

B er B ahr

Genel

-

-

-

-

-

-

-

-

9

9

-

-

-

-

5

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

23

B ina B awi

B ina B awi

OM V

-

-

-

-

-

-

-

-

-

374

-

-

-

-

170

-

-

-

-

-

-

306

-

-

-

-

-

-

-

-

-

-

-

-

849

Chemchemal

Chemchemal

Dana Gas

-

-

-

73

-

73

-

-

-

-

-

-

-

-

-

-

-

-

18

-

-

18

-

-

-

-

-

-

-

-

-

-

-

-

18 4

Chemchemal

Chemchemal *

Dana Gas

-

-

-

107

-

107

-

-

-

-

-

-

-

-

-

-

-

-

27

-

-

27

-

-

-

-

-

-

-

-

-

-

-

-

267

Chia Surkh

Chia Surkh

Genel

-

-

-

-

-

-

-

-

150

-

-

-

-

-

50

-

-

-

-

-

-

-

-

50

-

-

-

-

-

-

-

-

-

-

250

Do huk

Summail

DNO

-

-

-

-

-

-

24

-

24

-

-

-

-

-

12

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

60

Do huk

Summail *

DNO

-

-

-

-

-

-

12

-

12

-

-

-

-

-

6

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

29

Erbil

B asto ra

DNO

-

-

-

-

-

-

40

-

-

-

-

-

-

-

20

-

-

-

-

40

-

-

-

-

-

-

-

-

-

-

-

-

-

-

10 0

Erbil

B enenan

DNO

-

-

-

-

-

-

23

-

-

-

-

-

-

-

12

-

-

-

-

23

-

-

-

-

-

-

-

-

-

-

-

-

-

Garmian

Sarqala

WesternZagro s

-

-

-

-

-

-

-

8

-

-

-

-

-

-

4

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

8

21

Garmian

Sarqala *

WesternZagro s

-

-

-

-

-

-

-

68

-

-

-

-

-

-

34

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

68

16 9

Garmian

M il Qasim

WesternZagro s

-

-

-

-

-

-

-

28

-

-

-

-

-

-

14

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

28

71

Harir

M irawa

M aratho n

-

-

-

-

-

-

-

-

-

-

-

-

-

-

47

-

-

106

-

-

-

-

-

-

-

-

-

-

-

-

-

83

-

-

236

Hawler

A in A l Safra

Oryx

-

-

-

-

-

-

-

-

-

-

-

-

-

3

4

-

-

-

-

-

-

-

14

-

-

-

-

-

-

-

-

-

-

-

22

Hawler

B anan

Oryx

-

-

-

-

-

-

-

-

-

-

-

-

-

11

14

-

-

-

-

-

-

-

46

-

-

-

-

-

-

-

-

-

-

-

71

Hawler

Demir Dagh

Oryx

-

-

-

-

-

-

-

-

-

-

-

-

-

39

52

-

-

-

-

-

-

-

168

-

-

-

-

-

-

-

-

-

-

-

258

Hawler

Demir Dagh *

Oryx

-

-

-

-

-

-

-

-

-

-

-

-

-

41

54

-

-

-

-

-

-

-

177

-

-

-

-

-

-

-

-

-

-

-

272

Hawler

Zey Gawra

Oryx

-

-

-

-

-

-

-

-

-

-

-

-

-

11

14

-

-

-

-

-

-

-

46

-

-

-

-

-

-

-

-

-

-

-

71

K39

To pkhana

Talisman

-

-

-

-

-

-

-

-

-

-

-

-

-

-

139

-

-

-

-

-

-

-

-

-

-

-

-

-

209

-

-

-

-

-

348

Kho r M o r

Kho r M o r

Dana Gas

-

-

-

107

-

107

-

-

-

-

-

-

-

-

-

-

-

-

27

-

-

27

-

-

-

-

-

-

-

-

-

-

-

-

268

Kho r M o r

Kho r M o r *

Dana Gas

-

-

-

197

-

197

-

-

-

-

-

-

-

-

-

-

-

-

49

-

-

49

-

-

-

-

-

-

-

-

-

-

-

-

493

Kurdamir

Kurdamir

Talisman

-

-

-

-

-

-

-

-

-

-

-

-

-

-

189

-

-

-

-

-

-

-

-

-

-

-

-

-

377

-

-

-

-

377

944

M iran West

M iran West

Genel

-

-

-

-

-

-

-

-

533

-

-

-

-

-

178

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

7 11

Ro vi

Ro vi

Chevro n

-

-

80

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

20

-

-

-

-

-

-

-

-

-

-

-

-

10 0

Sarsang

Swara Tika

HKN

-

-

-

-

-

-

-

-

-

-

-

42

-

-

28

20

-

23

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

113

Sarta

Sarta

Chevro n

-

-

80

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

20

-

-

-

-

-

-

-

-

-

-

-

-

10 0

Shaikan

Shaikan

GKP

-

-

-

-

-

-

-

-

-

377

-

-

-

-

236

-

-

-

101

-

-

-

-

-

-

-

-

-

-

-

25

-

-

-

739

Shaikan

Shaikan *

GKP

-

-

-

-

-

-

-

-

-

182

-

-

-

-

115

-

-

-

49

-

-

-

-

-

-

-

-

-

-

-

12

-

-

-

358

Shakal

Shakal

Gazpro m

-

-

-

-

-

-

-

194

-

-

-

-

-

-

48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

242

Sheikh A di

Sheikh A di

GKP

-

-

-

-

-

-

-

-

-

127

-

-

-

-

32

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

15 8

Taq Taq

Taq Taq

Genel

-

-

-

-

-

-

-

-

255

-

-

-

-

-

116

-

-

-

-

-

-

-

-

-

-

-

208

-

-

-

-

-

-

-

579

Tawke

P eshkabir

DNO

-

-

-

-

-

-

18

-

8

-

-

-

-

-

6

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

32

Tawke

Tawke

DNO

-

-

-

-

-

-

389

-

177

-

-

-

-

-

142

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

708

Taza

Taza

Oil Search

-

-

-

-

46

-

-

229

31 586

230

37

12 8

8

482

11,5 15

222

25

-

-

8

5,307

T o tal Co mmercial

-

-

-

-

-

-

-

-

-

-

-

-

-

-

46

-

-

-

-

-

137

-

-

-

-

-

-

874

16

16 0

485

16

485

506

298

1,16 8

1,0 7 8

8

42

43

207

2 ,5 7 0

20

8

2 15

307

63

13 7

467

451

50

16

116

208

114

-

-

413

8

989

750

-

42

-

49

1,167

20

-

106

146

-

-

214

-

-

112

208

181

-

181

Source: Wood Mackenzie, IHS, Company data. Note: * Contingent resource in addition to the field’s commercial reserves. Other explorers in Kurdistan include: ExxonMobil, Hess, Murphy Oil, Petroceltic, Range Energy Resources, Repsol, Black Gold and Calik Enerji

27

351

Commercial reserves Contingent resources

##

-

-

-

Exploration block

##

Gas

Oil

##

Oil & Gas

21

58